| Item 1.01. | Entry into a Material Definitive Agreement. |
On February 29, 2024, APi Group Corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with UBS Securities LLC and Citigroup Global Markets Inc., as representatives of the several underwriters named in Schedule III thereto (collectively, the “Underwriters”), Juno Lower Holdings L.P., a Delaware limited partnership (“Juno Lower Holdings”), FD Juno Holdings L.P., a Delaware limited partnership (“FD Juno Holdings”, and together with Juno Lower Holdings, the “Blackstone Selling Stockholders”), Viking Global Equities Master Ltd., a Cayman Islands exempted company (“VGEM”), and Viking Global Equities II LP, a Delaware limited partnership (“VGE II”, and together with VGEM, the “Viking Selling Stockholders” and collectively with the Blackstone Selling Stockholders, the “Selling Stockholders”), relating to the underwritten secondary public offering (the “Offering”) of 10,569,106 shares of the Company’s common stock, par value $0.0001 per share (the “Firm Shares”) offered by the Selling Stockholders, at a public offering price of $34.25 per share. In addition, the Selling Stockholders granted the Underwriters a 30-day option to purchase up to an aggregate of 1,585,365 additional shares (the “Option Shares” and together with the Firm Shares, the “Shares”) of the Company’s common stock held by the Selling Stockholders. On March 1, 2024, the Underwriters exercised their option to purchase the Option Shares in full. On March 5, 2024, the Offering closed and the Selling Stockholders sold an aggregate of 12,154,471 Shares. The Company did not receive any proceeds from the sale of the Shares by the Selling Stockholders in the Offering.
The Underwriting Agreement contains customary representations, warranties and covenants of the Company and the Selling Stockholders, and also provides for customary conditions to closing, indemnification obligations of the Company, the Selling Stockholders and the Underwriters, including for liabilities under the Securities Act of 1933, as amended (the “Securities Act”), other obligations of the parties, and termination provisions. In addition, pursuant to the Underwriting Agreement, the Company has agreed, subject to certain exceptions, not to sell, offer, pledge or otherwise dispose of any shares of the Company’s common stock or securities convertible into shares of the Company’s common stock for a period of 90 days from the date of the Underwriting Agreement, and to cause its executive officers, directors and certain of its stockholders to agree to lock-up provisions for a period of 90 days. The Selling Stockholders also agreed, subject to certain exceptions, to a 90-day lock-up on all shares of the Company’s common stock owned by them other than Shares sold in the Offering. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates and were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by such parties.
The Offering was made pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-261985) previously filed with, and declared effective by, the Securities and Exchange Commission (the “SEC”). A preliminary prospectus supplement related to the Offering was filed with the SEC on February 28, 2024, and on March 4, 2024, a final prospectus supplement related to the Offering was filed with the SEC.
Certain of the Underwriters or their respective affiliates have, from time to time, performed, and may in the future perform, various commercial banking, investment banking and advisory services for the Company and its affiliates, for which they have received (or may in the future receive) customary fees and expenses. Affiliates of certain of the Underwriters are agents and/or lenders under the Company’s credit agreement dated October 1, 2019, as amended.
The foregoing summary of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement. A copy of the Underwriting Agreement is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
A copy of the legal opinion, including the related consent of Greenberg Traurig, P.A. relating to the legality of the sale of the Shares in the Offering, is filed as Exhibit 5.1 to this Current Report on Form 8-K.
| Item 3.03. | Material Modification to Rights of Security Holders. |
On March 5, 2024, the Company filed with the Delaware Secretary of State a Certificate of Elimination of 5.5% Series B Perpetual Convertible Preferred Stock of the Company (the “Certificate of Elimination”) which eliminated all matters set forth in the Certificate of Designation of 5.5% Series B Perpetual Convertible Preferred Stock from the Company’s certificate of incorporation. As previously announced, all shares of 5.5% Series B Perpetual Convertible Preferred Stock (the “Series B Preferred Stock”) were converted into shares of common stock on February 28, 2024 and no shares of Series B Preferred Stock remain outstanding.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On March 5, 2024, the Company filed the Certificate of Elimination with the Delaware Secretary of State. A copy of the Certificate of Elimination is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 7.01. | Regulation FD Disclosure. |
On February 28, 2024, the Company issued a press release announcing the Offering, a copy of which is furnished herewith as Exhibit 99.1.
On February 29, 2024, the Company issued a press release announcing the pricing of the Offering, a copy of which is furnished herewith as Exhibit 99.2.
